NZX Annual Meeting 2020

Our Annual
Shareholders’ Meeting
As a shareholder of NZX Limited, you are invited to our Annual Meeting
Venue: Maritime Room, Princes Wharf Viaduct Harbour, Auckland
Date: Tuesday, 31 March 2020
Time: 10.00am
If you are attending the meeting, please bring your CSN/Security holder number with you
to help make registration quick and simple with the Link Market Services team (who will
be at the entrance to the room).
BUSINESS
A. Chairman’s welcome and strategic overview
B. CEO report on financial and business performance
C. Financial statements
To receive the Annual Report for the 12 months ended 31 December 2019,
including the financial statements and the auditor’s report.
D. Ordinary Resolutions
The following resolutions will be voted on at the meeting:
1. That the Board be authorised to determine the auditor’s fees and expenses for the 2020 financial year;
2. To elect John McMahon as a director of NZX Limited;
3. To re-elect Richard Bodman as a director of NZX Limited; and
4. To re-elect Frank Aldridge as a director of NZX Limited.
The Board unanimously supports resolutions 1 to 4 and recommends that you vote in favour of them at the meeting.
E. Other business
To consider any other business that may be properly brought before the meeting.
By order of the Board
Hamish Macdonald
COMPANY SECRETARY

EXPLANATORY NOTES
All resolutions to be put to the meeting are discussed in the following Explanatory Notes.
Resolutions 1 to 4 are proposed as ordinary resolutions and, to be passed, require approval by a simple majority of
votes of shareholders who are entitled to vote on the resolutions and who exercise their right to vote. All references
in this Notice of Meeting to the “Listing Rules” are references to the NZX Listing Rules dated 1 January 2020.
Resolution 1: Auditor’s fees
KPMG is the current auditor of NZX. The Companies
Act 1993 (“Act”) provides that a company’s auditor is
automatically re-appointed unless the shareholders resolve
to appoint a replacement auditor, or there is another reason
for the auditor not to be re-appointed. Section 207S of the
Act further provides that the auditor’s fees and expenses
must be fixed by the Company, or in the manner that
the Company determines at a shareholders’ meeting.
Shareholders are being asked to resolve that the
Board is authorised to fix the fees and expenses
of KPMG for the 2020 financial year.
Resolution 2: Election of John
McMahon as a Director of NZX
Pursuant to clause 26.2 of the Constitution and Listing
Rule 2.7.1, any person who is appointed as a director by
the directors shall retire from office at the next Annual
Meeting, but shall be eligible for election at that meeting.
John McMahon retires in accordance with clause 26.2
of the Constitution, and offers himself for election.
John was appointed to the Board in June 2019. He has
spent more than 25 years in the Australasian equity markets,
predominantly as an equity analyst covering a range of
industries including telecommunications, media, gaming,
transport, and industrials. He has held a wide range of roles
in the financial sector including Head of Equities at ABN
AMRO and Managing Director of ASB Securities. John has
also worked for CS First Boston (now Jarden), BZW and
Morgan Stanley. In addition he has funds management
experience as an analyst for a boutique NZ fund manager.
He has also provided expert opinions around share
market matters to regulators of NZ’s capital markets.
John currently manages his own investment portfolios
via NZ-based Meta Capital and Sydney-based Auro
Investment Management. He is Chair of two NZX-
listed small cap companies: Solution Dynamics (SDL)
and Wellington Drive Technologies (WDT).
John has a Bachelor of Commerce (Honours), an MBA
and is a CFA charterholder.
The Board has determined John to be an independent
director for the purposes of the Listing Rules. John is a
member of the Audit & Risk Committee, Human Resources
and Remuneration Committee, and Clearing Committee.
John is also a director of NZX’s wholly owned subsidiary,
NZX Wealth Technologies Limited. John also meets
the requirements of NZX’s ‘fit and proper’ policy.
Resolution 3: Re-election of Richard
John McMahon

Resolution 3: Re-election of Richard
Bodman as a Director of NZX
Pursuant to Listing Rule 2.7.1, a director must not hold office
without re-election past the third annual meeting following
the director’s appointment, or 3 years, whichever is longer.
Richard Bodman retires in accordance with Listing
Rule 2.7.1, and offers himself for re-election.
Richard was appointed a director of NZX in April 2017.
Richard has spent more than 25 years working in the financial
services sector, including 17 years at Jarden (previously
First NZ Capital) where he held several executive roles,
such as Managing Director and Head of Compliance.
Prior to this, Richard spent seven years as an inspector
for the Securities & Futures Authority in London.
Richard is an independent director of Forsyth Barr
Custodians Limited, Forsyth Barr Cash Management
Nominees Limited and Te Ahumairangi Investment
Management Limited, and a member of the Governance
Risk Compliance (GRC) Institute and Institute of Directors.
Richard has been a director of Jarden Securities
and a NZX registered Compliance Manager.
Richard is a member of the Audit and Risk Committee,
Clearing Committee and Conflicts Committee.
Richard is also Chair of NZX’s wholly owned
subsidiary, NZX Wealth Technologies Limited.
The Board has determined Richard to be an independent
director for the purposes of the Listing Rules.
Resolution 4: Re-election of Frank
Aldridge as a Director of NZX
Pursuant to Listing Rule 2.7.1, a director must not hold office
without re-election past the third annual meeting following
the director’s appointment, or 3 years, whichever is longer.
Frank Aldridge retires in accordance with Listing
Rule 2.7.1, and offers himself for re-election.
Frank was appointed a director of NZX in May 2017. Frank
has an extensive understanding of New Zealand’s capital
markets having spent more than 20 years working for Craigs
Investments Partners where he is now Managing Director.
He is currently the Chair of Australian-based Wilsons
Advisory and Stockbroking, former member and Chair of
New Zealand Securities Association, and sits on several
of Craigs Investments Partners’ subsidiary Boards.
Frank is an accredited NZX Adviser, Authorised Financial
Adviser and a Chartered Member of the Institute of Directors.
Frank is the Chair of the Human Resources and Remuneration
Committee and a member of the Nomination Committee.
The Board has determined Frank to be an independent
director for the purposes of the Listing Rules.
Frank AldridgeRichard Bodman
EXPLANATORY NOTES (CONTINUED)

Voting
You are entitled to vote at the Annual Meeting if you have
a shareholding in NZX Limited at 5.00pm on Sunday 29
March 2020. If you are entitled to vote and wish to do
so in person, you should attend the Annual Meeting.
A proxy form is enclosed with this Notice of Annual Meeting
which allows you to vote on the resolutions notified in this
Notice of Annual Meeting. Please bring this form with you to
the meeting, as the barcode will assist with your registration.
Proxies and corporate
representatives
Any shareholder of NZX who is entitled to attend and
vote at the Annual Meeting, is entitled to appoint a
proxy (or representative in the case of a corporate
shareholder) to attend the meeting and vote on their
behalf. A proxy need not be a shareholder of NZX.
If you appoint a proxy, you may either direct your proxy how to
vote for you, or you may give the proxy discretion to vote as
he or she sees fit. If you wish to give your proxy discretion,
then you should make the appropriate election, either online
or on the proxy form, to grant your proxy that discretion. You
will be deemed to have given your proxy discretion if you do
not make an election in relation to any of resolutions 1 to 4.
The Chair of the meeting is willing to act as proxy for any
shareholder who appoints him for that purpose. If you appoint
the Chair of the meeting as your proxy and do not direct the
Chair how to vote in the proxy form, the Chair will vote in
favour of resolutions 1 to 4.
If, in appointing your proxy, you do not name a person as
your proxy (either online or on the proxy form that is lodged
with Link Market Services), or your named proxy does not
attend the meeting, the Chair of the meeting will be your
proxy and may only vote in accordance with your express
direction. To be valid, a completed proxy form must be
returned so that it is received by no later than 10.00am
on Sunday 29 March 2020. Any proxy form received
after this time will not be valid for the meeting. You may
return your completed proxy form by delivering it to Link
Market Services using one of the following methods:
Online at: https://investorcentre.linkmarketservices.co.nz/
voting/nzx (you will need your CSN/holder number and
authorisation code (FIN))
Scan and email to: meetings@linkmarketservices.co.nz
(use ‘NZX Proxy’ as email subject)
Mail to: Link Market Services, PO Box 91976, Auckland 1142,
New Zealand using the enclosed reply paid envelope
By hand to: Link Market Services, Level 11, Deloitte
Centre, 80 Queen Street, Auckland 1010, New Zealand
Webcast
If you are unable to attend the meeting and would
like to follow proceedings, you can view the Annual
Meeting live by webcast at the link below. A full replay
of the webcast will be available via the same link and
can be accessed online at NZX’s Investor Centre:
https://www.nzx.com/about-nzx/investor-centre
PLEASE NOTE: shareholders following proceedings
by webcast can vote either by postal or proxy vote
(online or by post). We are monitoring developments
in New Zealand with regard to coronavirus disease
(COVID-19) and, in the event of significant new public
health advice or risk, NZX will consider enabling online
voting and full online participation in the meeting.
Questions
Following the conclusion of formal business, there will be an
opportunity for shareholders at the meeting to ask questions.
To encourage shareholder participation, we also invite
those unable to attend in person to submit questions ahead
of the meeting. If you would like to submit a question
you can do so online or using the enclosed proxy form.
Questions received by 10.00am on Sunday 29 March
2020 will be addressed and answered at the meeting.
Copies of the Annual Meeting presentation
materials will be published and available online
shortly before the meeting begins.
IMPORTANT INFORMATION

How to get to the Annual Meeting
Please consider using public transport. You may find the Auckland Transport journey planner useful
(https://at.govt.nz/bus-train-ferry/#!/journey-planner). The Maritime Room is a short walk from the
Britomart Station and bus routes into the Auckland CBD.
If you are travelling by car, there are several parking buildings nearby:
• Downtown car park (31 Customs Street West)
• Viaduct car park (off Sturdee Street)
• Britomart car park (88 Quay Street)

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LODGE YOUR PROXY
https://investorcentre.linkmarketservices.co.nz/voting/NZX
(CSN/holder number and authorisation code (FIN) required to vote)
meetings@linkmarketservices.co.nz
(please use “NZX Proxy Form” as the subject)
LINK Market Services
PO Box 91976, Auckland, 1142, New Zealand
(If mailing proxy from within New Zealand please use the pre-paid envelope
provided. If you are mailing from outside New Zealand you can also use the
return envelope but please add a stamp for the required postage)

+64 9 375 5990
Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street,
Auckland



The Annual Meeting of NZX Limited (NZX or the Company) will be held in the Maritime Room, Princes Wharf Viaduct Harbour,
Auckland on . Please register and be seated by .

If you do not plan to attend the Annual Meeting, you may
appoint a proxy. The Chairman or any other director can act as
a proxy for any shareholder who appoints him or her. If, in
appointing your proxy, you do not name a person to be your
proxy (either online or on this form), or your named proxy does
not attend the meeting, the Chairman of the meeting will be
your proxy and vote in accordance with your express direction.

Direct how to vote your proxy by making the appropriate
election, either online or on this from, in respect of each item
of business (resolution 1 to 4). If you do not make an election
in respect of a resolution your proxy may vote as they choose.

If you make more than one election in respect of a resolution
your vote will be invalid for that resolution.


If you expressly appoint the Chairman of the meeting or any
other Director as your proxy and elect to give them discretion
on how to vote on a resolution, you acknowledge that they may
exercise your vote even if they have an interest in the outcome
of that resolution.
The Chairman of the meeting and the directors intend to vote
all discretionary proxies in favour of resolutions 1 to 4.

Please complete, sign and lodge this Proxy Form and voting
instructions with LINK Market Services (NZX’s registry), no
later than 10.00am on Sunday 29 March 2020.
Proxies need to be lodged as per the instructions on this form.
If you propose to attend the Annual Meeting please bring
this Admission Card/Proxy Form intact to the meeting, the
barcode is required for registration at the meeting.


Where the holding is in one name, the security holder must sign.

This Proxy Form may be signed by either, or on behalf of, the
joint shareholders (or their duly authorised attorney).
If this Proxy Form has been signed by an attorney, a copy of
the power of attorney under which it was signed (if not
previously provided to the registry), and a signed certificate of
non-revocation of the power of attorney must accompany this
Proxy Form.
This Proxy Form must be signed by a duly authorised officer or
attorney. Persons who sign on behalf of a company must be
acting with the company’s express or implied authority.

as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of NZX Limited to be held at
, and at any adjournment of that meeting.

STEP 2:
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf during the poll, and
your votes will not be counted in computing the required majority.

Ordinary Business:
This form is to be used to vote as follows on the following:


Tick (✓) in box to vote
Ordinary Resolutions:

For

Against Abstain Discretion

1. That the Board be authorised to determine the auditor’s fees and expenses
for the 2020 financial year.
2. That John McMahon be elected as a director of NZX Limited.

3. That Richard Bodman be re-elected as a director of NZX Limited.


4. That Frank Aldridge be re-elected as a director of NZX Limited.

And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed
at the meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/she thinks fit or abstain
from voting on each such resolution. The proxy is appointed only in respect of the above meeting or any adjournment thereof.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend the
Annual Meeting but would like to ask a question you can submit a question online by going to https://investorcentre.linkmarketservices.
co.nz/voting/NZX and completing the online validation process, or complete the question section below and return to LINK Market
Services in the reply paid envelope enclosed. Questions will need to be submitted by 10.00am on Sunday 29 March 2020. The Board
will address and answer questions at the Annual Meeting.
Questions:





SIGN: This section must be completed.

Shareholder 1

Shareholder 2

Shareholder 3

or duly authorised officer


or duly authorised officer


or duly authorised officer


If you received the Notice of Meeting & Proxy by mail and wish to receive your future investor communications by email please
provide your email address below:



STEP 1:

I / We being a shareholder(s) of NZX Limited

Hereby appoint

of


(full name of proxy)

(full address)
Or failing that person

of


(full name of proxy)

(full address)